GENERAL TERMS AND CONDITIONS OF SALE

1. GENERAL

   1. In these conditions (i) “Seller” means Intec Foams (ii) “Goods” means the goods or services specified overleaf (iii) “the Buyer” means the purchaser of the Goods.
   2. This contract contains the entire bargain between the Seller and the Buyer and in the case of any inconsistency between these terms and conditions and the terms and conditions of any other contract documents
      from the Buyer to the Seller (whatever their respective dates) in respect of the Goods these terms and conditions shall prevail.
   3. Any description or illustrations in the Sellers catalogues, price lists or other advertising materials are intended merely to present a general idea of the Goods and shall not form representations or part of the contract.
   4. Any concession or waiver made by the Seller at any time shall not prejudice the exercise of its rights hereunder.
   5. The Buyer is deemed to have satisfied himself that the Goods are suitable for the purpose and capable of performing the function and use it is intended to put them.
   6. No waivers, alterations, or modifications of these and conditions shall be valid, unless made in writing, signed by the duly authorised representative of the party against whom the same shall be sought to be enforced.
   7. The Seller reserves the right to correct any clerical errors made by its employees at any time.
   8. The Buyers Order will only be accepted when an acknowledgement is signed by an authorised representative of the Seller.
   9. Any quotation given is an invitation to treat only and the prices stated are a guide, which are likely to be varied after 60 days.
   10. Each of the clauses of these general terms and conditions of sale and every part thereof shall be shall be separate and severable to the intent that if one of clauses or part thereof shall be unenforceable the other
       clauses and the other parts of the clause respectively shall be effective.
   11. The exclusions and limitations contained in these general terms and conditions of sale only apply so far so far as permitted by the Supply of Goods (Implied Terms) Act 1973 the Consumer Credit Act 1974 and the
       Unfair Contract Terms Act 1977 or any other relevant statute or amendment thereof or Order thereunder.
   12. Where applicable herein the masculine shall include the feminine and neuter and the singular the plural and vice-versa.

2. PRICE VARIATION

   The price of the Goods (which includes packaging) is based on the current price of materials, transport, labour and other prime costs of the Seller including the rate of exchange of sterling and if the same increase after the
   date of the Order the Seller shall be entitled to increase the price of the Goods by a fair proportion to reflect the increased cost

3. PAYMENT TERMS

   1. Payment is due net within 30 days following the date of invoice or the date of delivery whichever shall be earlier.
   2. No deductions shall be made by the Buyer from any payments due under this contract unless otherwise stated overleaf.
   3. Where applicable Value Added Tax (or other tax payable by a purchaser) will be added in accordance with United Kingdom legislation in force at the tax point date

4. PLACE OF DELIVERY

   The Goods shall be delivered to the address specified overleaf and the Buyer shall be ready to collect them at such place when notified by the Seller and any additional expense caused to the Seller by the Buyer due to the
   Buyer not being ready or not providing suitable collection facilities or any other cause shall forthwith be reimbursed to the Seller.

5. DELIVERY DATE

   The Seller will use its best endeavours to meet any delivery date but any date given by the Seller, is given and intended as an estimate only, and is not to be of the essence of the contract. The Buyer shall nevertheless be
   bound to accept the Goods when available. The Seller shall not be liable in any way in respect of late delivery howsoever caused, nor shall such failure be deemed to be a breach of contract.

6. VARIATIONS TO THE GOODS

   1. The Seller reserves the right to vary the Goods where in its absolute discretion it considers it necessary to carry out the main purpose of this contract.
   2. The Seller will endeavour to carry out all reasonable variations to the Goods requested by the Buyer but shall not be obliged to accept any such requests for variation and shall be entitled to make any price
      adjustment consequent on any variation accepted.

7. FORCE MAJEURE

   If events beyond the Sellers control prevent the Seller from performing its obligations hereunder, the Seller may without liability cancel this contract.

8. LIMITATIONS OF LIABILITY

   1. The Seller has no control over the application of the Goods, nor the environment in which they are used. Therefore, it is the responsibility of the Buyer to inspect and test the Goods and each and every part thereof before use to see that they are in order. The Seller shall not be liable for any cost, claim or demand:
      1. Arising from any misrepresentation or breach of condition or warranty either expressed or implied whether by statute or otherwise so far as it relates to liability in respect of the correspondence of the
         Goods with description or sample or their quality of fitness for any purpose and
      2. For consequential loss suffered by the Buyer for any reason whatsoever.
   2. Without prejudice to the generality of sub-clause (a) hereof the Seller shall not be liable in any way whatsoever (including consequential loss), for any misrepresentation or breach of warranty or condition either
      expressed or implied whether by statute or otherwise or in any other way relating to the Goods in so far as it is reasonable to exclude such liability in the circumstances of any particular case.
   3. In so far as the Seller is liable for any cost claim or demand whatsoever of the Buyer the liability of the Seller shall be limited to (at the discretion of the Seller)
      1. Replacing the defective Goods, or
      2. Making good the defects, or
      3. Allowing a full credit for the cost of the defective Goods or work done on them by the Seller. The Limit of cost will be the value of the Goods supplied on that invoice.
   4. The Seller is always willing to discuss a variation of this clause (and any others limiting liability), provided that adequate insurance cover can be arranged by the Seller and subject to a reasonable price adjustment to
      cover the additional liability.

9. TIME FOR NOTIFYING SHORT DELIVERY OR DEFECTIVE GOODS

   1. The Seller shall not be liable in any way whatsoever, for any short delivery of Goods or suspected Defective Goods unless a claim is notified in writing within 5 days of delivery.
   2. The Buyer must notify us of any defective goods in writing (in full) within 5 days of delivery, and allow us to investigate
      If the goods are found to be defective in material or workmanship (following our investigations) and you have complied fully with 9.(b) above, at our discretion we shall repair, replace or refund the price of said goods.

10. OVERDUE PAYMENT AND CANCELLATIONS

    1. The seller shall be entitled to charge interest at a rate equal to, 5% above the base lending rate of H.S.B.C. Bank PLC from time to time on overdue payment.
    2. The Seller shall be entitled to suspend or cancel further deliveries or other services under this and/or other contract between the parties hereto:
       1. If, any payment is overdue or
       2. If, the Buyer shall have failed to take delivery of any Goods.
    3. For the purpose of this condition time of payment shall be of the essence of the contract.
    4. The Buyer shall not be entitled to withhold or set off payment, for any reason whatsoever.

11. PASSING OF RISK AND PASSING OF TITLE

    1. In this clause the word “Goods” shall include
       1. goods which have been sorted repackaged or otherwise re-presented and promoted,
       2. goods which have been operated on in any way by the Buyer and
       3. goods to which anything whatsoever becomes permanently or temporarily attached either in whole or in part , (such goods being deemed to have acquired that material or thing in simple accession or
          accetion and the resultant combination shall in consequence be identified with the Goods in every way and consequently be and remain the property of the Seller in accordance with this clause as if the same had always been the property of the Seller, notwithstanding that the value thereof may have been greatly enhanced by reason of the said accession or accetion, or that the same shall be a new
          object.
    2. Risk in the Goods shall pass on delivery but the legal property and title in the Goods shall remain that of the Seller, until the happening of the first of the following events:
       1. Payment by the Buyer of the price of the Goods and of all other things sold or delivered to the Buyer by the Seller.
       2. Performance by the Buyer of any bona fide sub-contract sale of the Goods at their true value, the Buyer being given authority to enter into such sub-contracts, notwithstanding that the property therein
          remains with the Seller by virtue of these terms.
    3. Notwithstanding the retention of title by the Seller, the Buyer is hereby authorised to carry out any operations to the Goods in the normal course of the Buyers trade.
    4. The Goods shall at all times be stored or kept, and easily identified as the Sellers property and in particular, records shall be kept as to their individual whereabouts and, should they be the subject of sub-contracts of
       sale permitted hereunder records shall be kept of the buyers thereof and of the prices at which the same are agreed to be sold.
    5. The amounts receivable by the Buyer pursuant of any sub-contract of sale of the Goods permitted hereunder being receivable upon a sale of the property of the Seller, shall be collected for and held in trust for the
       Seller, to the extent that such amounts do not exceed the total debt owed by the Buyer to the Seller in respect of the price of the Goods and of the price of all other things sold or delivered by the Seller to the Buyer.
    6. Upon any default, by the Buyer of any of these terms and conditions (including terms as to payment) or the insolvency, bankruptcy, making of a winding up order against and appointment of any receiver
       administrative, receiver administrator or liquidator of the Buyer or its assets or upon the Buyer suffering any distraint or distress or execution against its Goods, then the Seller may dispose of or recover any of the
       Goods entering the Buyer premises for the purpose thereof.

12. COPYRIGHT ETC. INFRINGEMENT

    The Buyer shall be solely responsible for the consequences of any patent, trademark, design, copyright or other infringement of commercial rights resulting from the Buyers specification, design or use of the Goods and the
    Buyer shall fully indemnify the Seller in respect of all claims, demands, liabilities, cost charges and expenses incurred by the Seller as a result of such infringement or alleged infringement

13. SEPARABILITY

    Each delivery of Goods under this contract, shall be deemed to constitute a separate contract to which the terms and conditions hereof shall apply, provided that these conditions shall be subject to and shall in no way affect
    the Sellers rights, under clauses 10 above and 14 below to suspend or terminate the whole contract in the circumstances they mentioned.

14. SUSPENSION OF PERFORMANCE

    If the Buyer :

    1. makes default in or commits any breach of his obligations to the Seller hereunder or
    2. is involved in any legal proceedings in which his solvency is involved or
    3. (be in a company) commences liquidation or
    4. ceases or threatens to cease , to trade or if serious doubt arises as to the Buyers solvency then in any case the Seller shall immediately become entitled (without prejudice to its other claims and rights under this
       contract) to suspend further performance of this contract for such time not exceeding 6 months as it shall in its absolute discression think fit of ( whether or not notice of such suspension shall have been given) to
       treat the contract and wrongfully repudiated by the Buyer and forthwith terminate the contract. The Seller will notify the Buyer of the exercise of its option to suspend or terminate this contract within a reasonable time
       of its becoming aware of the fact or default on the Buyers part, giving rise to the Sellers rights under this condition.

15. MATERIALS AND DELIVERIES

    1. Quantities: Owing to the difficulty of producing exact quantities of Goods, the Seller reserves the right to deliver up to 10% in excess of or below the quantities ordered, unless special agreement has been made to the
       contrary and the price shall be adjusted accordingly.
    2. Delivery Schedules: If and so far, as work on the Goods has been necessarily commenced in advance of a “firm schedule” in order to provide, in accordance with a normal process time cycle for deliveries indicated
       by a “tentative schedule”, the Buyer shall be liable to accept delivery of and pay for those goods on which work has commenced at the times and in the quantities so indicated in the “ tentative schedule”.

16. ORIGINAL WORK AND CONFIDENTIALITY

    1. Where original work is carried out by the Seller, the Goods are submitted by the Seller in confidence and unless otherwise agreed in writing the copyright and other commercial rights in them shall remain the Sellers
       property.
    2. Unless otherwise agreed in writing, the Seller is entitled to make and retain a copy of all documentation prepared by them, and may use at anytime concepts, techniques and methods of working developed during this
       contract.
    3. The Buyer shall not disclose to a third party any document, information or method of working without the Sellers written agreement.

17. ARBITRATION

    If at any time, any dispute shall rise between the Buyer and the Seller, in connection with this contract, the Seller may give notice in writing of the existence of such dispute to the Buyer and require the same to be referred to
    the arbitration of a person mutually agreed upon, or failing agreement, to some person appointed by the president for the time being of the Law Society. The submissions shall be deemed to be a submission to arbitration,
    within the meaning of the arbitration act 1950 or any statutory modification or re-enactment thereof.

18. JURISDICTION

    This contract shall be interpreted according to English Law, and the Buyer hereby accepts the jurisdiction of such Courts, whether in England or elsewhere, as the Seller may nominate for the purpose of trying any action
    arising out of this contract.